Issuance of Membership Units. ADMISSION OF NEW MEMBERS.
(a) The Company is not authorized to offer and sell, or cause to be offered and sold, additional Membership Units or to admit additional Persons as Members except with the approval of the Members holding more than fifty percent (50%) in interest of the Common Units.
(b) The Members or the Majority Member, as applicable, may establish eligibility requirements for admission of a subscriber as a New Member after the date hereof and may refuse to admit any subscriber that fails to satisfy such eligibility requirements. The Members or the Majority Member, as applicable, shall have the responsibility for determining whether a Person is eligible for admission as a New Member. Each Person who first subscribes for a Membership Unit in the Company after the date hereof shall be admitted as a New Member of the Company at the time (i) such Person executes a Subscription Agreement agreeing to be bound by the provisions hereof, (ii) the Members or the Majority Member, as applicable, at their sole discretion, accepts such Subscription Agreement on behalf of the Company and (iii) the subscriber makes the Capital Contribution(s) required pursuant to the terms of this Agreement and its Subscription Agreement. None of the existing Members shall have any preemptive or similar right to subscribe to the issuance of new Membership Units in the Company, and each of the Members acknowledges that its membership interest is subject to adjustment (downward and upward) in the event of the admission of New Members to the Company pursuant hereto or the withdrawal of any Member from the Company.
Issuance of Membership Units. The Company shall issue 1,000 membership units to the Member. The Company shall be authorized to issue a Certificate of Membership reflective of the Membership Interest. No other Membership Interest or units thereof shall be issued without the prior written consent of the Member.
Issuance of Membership Units. (a) As consideration for the assignment, transfer and delivery of the Contribution Shares pursuant to Section 3, Holdings will issue a total of three (3) Class II Units of Holdings, having the terms, conditions, rights and obligations set forth in the LLC Agreement (as defined below) (the “Class II Units”) to the Stockholders. Such three (3) Class II Units shall be issued in the name of the respective Stockholders in amounts to be mutually agreed upon by Holdings and the Stockholders prior to the acceptance of shares of Company Common Stock for payment pursuant to the Offer as contemplated by the Merger Agreement. The Stockholders hereby acknowledge and agree that receipt of the Class II Units shall constitute complete satisfaction of all obligations or any other sums due to the Stockholders with respect to the Contribution Shares.
(b) As consideration for the payment of the Shiseido Contribution pursuant to Section 3, Holdings will issue a total of 100 Class I Units of Holdings, having the terms, conditions, rights and obligations set forth in the LLC Agreement (the “Class I Units”) to Managing Member, or such other direct or indirect wholly-owned subsidiary of Parent which makes the Shiseido Contribution (it being understood that whichever entity makes the Shiseido Contribution will be the initial Managing Member under the LLC Agreement). Parent and Managing Member hereby acknowledges and agrees that receipt of the Class I Units shall constitute complete satisfaction of all obligations or any other sums due to Managing Member with respect to the Shiseido Contribution.
Issuance of Membership Units. In consideration for the Purchasers Initial Contribution and the Purchasers willingness to enter into the Operating Agreement, upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue to the Purchaser, upon receipt of each contribution installment, an amount of Membership Units equal to a % Voting Ratio.
Issuance of Membership Units. The managers will determine when and for what consideration the Company will issue membership units. For each member, the required records state the value and nature of the contribution received by the Company and the number of membership units received in return by the member. No member has the right to make additional contributions or obtain additional units, and each member specifically waives any preemptive rights.
Issuance of Membership Units. (a) On or prior to the date of this Agreement, the Company shall have issued to the Series A Members (or their predecessors in interest) the number of Series A Membership Units (as defined in Section 3.02(c)), and to the Series B Member the number of Series B Membership Units (as defined in Section 3.02(c)), set forth opposite each such Member’s name on Schedule 3.02 in respect of each such Member’s Membership Units and each such Member shall have obtained all other rights provided to such Member pursuant to this Agreement. Schedule 3.02 shall set forth (and shall be amended by the Board of Representatives accordingly to reflect any changes to) each Member’s name, business address and U.S. federal employer identification number, the number and series of Membership Units (as defined in Section 3.02(c)) owned by such Member, the Capital Account (as defined in Section 6.04(a)) of such Member, as of the date hereof and after giving effect to the distributions contemplated by Section 7.01, and the percentage interest which such Membership Units represent; provided that, as of the date hereof, the Capital Accounts reflected on Schedule 3.02 do not reflect any adjustment to the Alloy Interests Contribution (as defined in the Purchase Agreement) pursuant to Section 2.3 of the Purchase Agreement and the Company shall make appropriate adjustments to the Capital Accounts to account for such adjustments upon the final determination thereof in accordance with Section 2.3 of the Purchase Agreement.
(b) The Company may issue additional Membership Units only upon the approval of the Board of Representatives, by a Supermajority Vote (as hereinafter defined), in accordance with Section 4.04. Following any such approval, this Agreement, including Schedule 3.02, shall be amended to reflect the issuance of additional Membership Units, the creation, to the extent applicable, of any new series of Membership Units to be issued, and the modification of any existing rights approved as part of any such authorization. Except as otherwise explicitly set forth in, or explicitly permitted by, this Agreement, each Membership Unit (as defined in Section 3.02(c)) shall be identical in all respects with each other Membership Unit. Unless the Board of Representatives determines otherwise, the Membership Units will not be certificated.
(c) For purposes of this Agreement: (i) “Membership Units” means, collectively, the Series A Membership Units and the Series B Membership Units which represent...
Issuance of Membership Units. Except as provided in Section 6.03, as evidence of any Capital Contribution by a Member that is not pro rata based on the number of Membership Units held by such Member relative to the number of Membership Units held by all Members, the Company shall issue Membership Units. The Membership Units shall be issued at fair market value as determined by the Board of Representatives in its reasonable, good faith judgment. In the event Membership Units are issued to a Member after the date of this Agreement, Schedule 3.02 will be amended to reflect such issuance.
Issuance of Membership Units. (a) Upon the signing of this Agreement and in exchange for the Capital Contributions which the Members have committed to make under Sections 5.1(a) through (d), the Members shall be issued the number of Membership Units set forth opposite their names on Schedule 1.
(b) At such times as the Board of Managers determines to be appropriate, including following the failure of a Member to make a Capital Contribution as set forth in this Agreement, the Board of Managers may issue additional Membership Units to existing Members or, subject to the rights of existing Members under Section 4.2(c), other persons on such terms as the Board of Managers determines to be appropriate, and, subject to Section 13.2, to admit any person to whom Membership Units are issued as Members of the Company.
(c) If the Board of Managers determines to issue Membership Units, including the issuance of Membership Units following a failure of a Defaulting Member to make a contribution, each Member (excluding Defaulting Member(s)) shall have the right, but shall not be required to, purchase the additional Membership Units on such terms as the Board of Managers approves. The Board of Managers shall issue a Notice to the Members, giving the Members the first opportunity to purchase the additional Membership Units in proportion to their respective Percentage Interests. Each Member shall have a period of not less than 15 calendar days from the date of receipt of such notice to (i) pay the Company the purchase price for additional Membership Units up to and including its Percentage Interest of the total number of Membership Units being offered, and, (ii) in the case of any Member that desires to purchase more than its Percentage Interest of the Membership Units being offered, to indicate in writing the additional Membership Units (such Member's "Proposed Excess Purchase"), such Member desires to purchase if all other Members do not purchase their Percentage Interest of the Membership Units offered. The difference between the total number of Membership Units proposed to be issued and the aggregate number of Membership Units purchased pursuant to clause (i) of the immediately preceding sentence shall be referred to as the "Remaining Offered Units." Each Member shall have the right and the obligation to purchase additional Membership Units equal to the lesser of (i) its proportionate share of the Remaining Offered Units, calculated in accordance with the Percentage Interests of each Member desiring...
Issuance of Membership Units. Without the consent of all of the Members, the Company shall not authorize the issuance of, or otherwise issue, any additional Membership Units (other than the issuances on the Closing Date expressly contemplated by 9(a) hereof).
Issuance of Membership Units. As consideration for Alteon entering into this Agreement and offering the services of its employees and consultants, the Company has agreed to issue and transfer 154,412 membership interest units to Alteon, pursuant to the Membership Unit Subscription Purchase Agreement dated the date hereof between Alteon and the Company. Such units being issued to Alteon represent fifteen percent (15%) of the issued and outstanding securities of the Company as of the date of this Agreement. Such units will confer on Alteon the same rights and preferences with respect to such units as those enjoyed by the founding unitholders of the Company. The units shall vest ratably upon the occurrence of each of three vesting events, the First Vesting Event, the Second Vesting Event and the Third Vesting Event.
